Lullaby
by Dianaprince89
Summary: And it seems like it was inevitable...


She's falling in love with Alex Cabot.

Olivia has never believed that sexuality is a concrete thing. Never believed that you have to choose between men or women and then stick to it like some sort of religion.

She finds some men attractive and she finds some women attractive. She finds far more men attractive, sexually anyways, but she's not resistant to the idea of finding a woman sexually appealing.

Which is why it didn't surprise her the way Alex Cabot made heat pool low in her gut just by walking into a room.

Well, maybe that's a lie.

It surprised her that _Alex_ was able to effortlessly inspire that reaction in her. It just didn't surprise her that a woman could do so.

Olivia is thrown totally off guard when she realizes what is happening. It's not a sudden thing, this attraction.

When she first meets Alex she sees her as just another lawyer. Sure, the woman is aesthetically pleasing, but so are lots of other people.

Then Alex opens her mouth and the woman is intelligent and sarcastic and engaging. She's damn good at her job and a reliable source of counsel and she goes to bat for them on more than one occasion.

Olivia admires her for that.

They spend an increasing amount of time together outside of work, mostly with Elliot or the guys from the squad, and Olivia loves the lighter side of Alex. Olivia doesn't really have any girlfriends so she enjoys the feminine touch Alex brings to their after-work rituals.

It's easy to disguise her growing attraction as friendly admiration. And she does admire Alex, does enjoy being her friend.

But slowly, she's discovering, it's turning into more than that.

Olivia has never dated another woman, never had sex with a woman, but she has kissed women before. And it's not that she's against the idea, opposed to having sex with a woman, it's just that she's never met a woman who made it look so damn appealing.

If Alex notices the way Olivia's attention shifts, she never mentions it. They don't talk about dating or sex but both of them are aware of the other dating men along the way.

Olivia wonders if Alex sees sexuality as a fluid concept too.

She wonders about a lot of things where Alex is concerned.

She wonders what is under those powerfully sleek suits. She wonders what Alex's lips would taste like beneath hers. She wonders what it would be like to tangle her hands in that long blonde hair. She wonders what Alex's soft body would feel like pressed against hers.

It becomes increasingly difficult to push the thoughts from her mind. She has made the mistake of sleeping with coworkers before, and it inevitably goes bad in one way or another.

She doesn't want to make that mistake with Alex.

Olivia goes on a string of dates with men who she hopes will help force Alex from her mind. They're nice guys, some of them incredibly attractive, and while she enjoys spending time with them, even when she's beneath them she feels none of the spark that she feels when Alex simply walks into a room.

It's an overwhelming feeling that grows and builds until it strikes Olivia suddenly what is happening.

The time they spend on the job and the beers they catch at the end of a long day mean that she spends hours with the other woman on a regular basis. The constant exposure, the understanding of what they see and deal with, the intelligence and wit and compassion, those things alone would be enough.

But there is also the physical side, the way Alex's lithe frame glides in and out of the squad room, always on a mission.

It reaches a breaking point for Olivia after Linda Cavanaugh tries to attack Alex in the hospital.

She's just not sure she can keep her thoughts and feelings to herself for much longer. She considers telling someone else, trying the, _just get it off your chest_ method, but there isn't much hope of redemption in that plan.

Olivia wants her admission to be rewarded by the feel of Alex's lips against hers.

When she pulls Alex away as Elliot restrains Linda Cavanaugh, the feel of the other woman against her is offset by the devastation in Alex's eyes. Olivia has never seen such anguish on Alex's face and she doesn't like it.

Offering to drive Alex home, Olivia tries to think of ways to comfort the other woman that don't involve their bodies tangled between Alex's sheets.

"It's not your fault," Olivia tells her as she guides the car down the darkened streets of Manhattan. Alex's head is leaned against the window and she doesn't move or acknowledge Olivia's words.

Alex shivers and when Olivia reaches over to turn the heat up, her hand covers Alex's on the knob. She takes her time in pulling back, enjoying the feel of Alex's smooth skin beneath hers.

"Thanks for the ride," Alex sighs wearily. "Sorry to put you out like this."

"You're not sorry," Olivia smiles wryly. "And you're not putting me out. It's not a problem."

She almost says, _What are friends for?_ but she doesn't want to be Alex's friend so she bites her tongue.

Olivia has only been to Alex's apartment a handful of times in the three years that they've known each other but she knows where it is. Alex looks surprised when Olivia parks instead of just idling in front of the building but she doesn't comment.

Following her upstairs, Olivia tries to figure out what the hell she is doing.

"Can I get you a drink?" Alex offers when they've hung their coats. She disappears into the kitchen, her shoulders uncharacteristically slumped.

"Water's fine," Olivia replies, taking a seat in the middle of the couch.

A teapot screeches a few minutes later and then Alex reappears with a mug in one hand and a glass of water in the other. Olivia deliberately touches Alex's hand when she accepts the cup.

Alex sits on the end of the couch, turned towards Olivia with a leg pulled up between them. Her shin rests against Olivia's thigh but neither of them shifts away. For a moment they simply take stock of the evening. Mostly, Olivia is trying to give Alex time to process what has happened.

The look of agony on Alex's face still hasn't yielded and eventually Olivia can't take it anymore.

She rests a hand on Alex's knee, drawing her gaze up until their eyes lock.

"You're not at fault here," Olivia says gently but with conviction. "You did your job and you did it well. You couldn't have known what was going to happen."

Olivia removes her hand, suddenly feeling a bit awkward at the open gesture of affection.

"I should have expected it," Alex shakes her head. "I make my living by knowing the answer to the questions I ask before I ask them. Linda Cavanaugh is right to be angry with me; if I hadn't forced her son to testify then we wouldn't be here."

"You don't know that," Olivia refutes her shaky logic. "There is no way you could have known Sam was going to do this. You didn't force him to testify and you certainly didn't molest him. You are not at fault here."

"I just keeping thinking about the look on her face," Alex's voice gets soft and distant. "It was this look that said,_ you took away my child, and you can never undo that_."

"Alex," Olivia's voice is sharp. "Stop. This wasn't your fault."

"All I want is to sleep," Alex admits, resting her cheek against the back of the couch. "But I can't seem to turn my mind off."

"What do you normally do when you can't sleep?" Olivia asks. She can't be sure but she thinks she sees a flush rise on Alex's cheeks.

"Count down from a hundred," Alex sighs dejectedly. "Drink tea. Lie in bed and pretend I already am asleep. Do yoga. Some other things too, but I don't have the energy for any of those things right now."

"Well you've already got tea, decaf I hope," Olivia replies. Her mind has stalled on the image of Alex doing yoga, her supple, limber body flexing and stretching. "Why don't you go lie in bed and try counting down? I'll let myself out."

Olivia begins to stand but Alex's words stop her.

"It won't work," Alex's words seem rushed, her eyes a little too wide to rule out panic.

"Why not?" Olivia asks, though she isn't sure why since she asks since she has no desire to leave. She settles back into her seat.

"I just don't think I can sleep in my empty apartment and not think about Sam," Alex swallows harshly.

"I can stay out here until you fall asleep," Olivia suggests half-heartedly. "Would that help?"

Alex looks like she is considering the fate of humanity, her piercing gaze almost enough to make Olivia squirm.

"Worth a try I guess," she shrugs. Taking a final sip of her tea, Alex heads for her bedroom.

Olivia listens to the sounds of the other woman getting ready for bed and it pulls at something deep in her gut that she has to remain on the couch.

When the light goes off in Alex's bedroom, plunging all but a small area of light near Olivia into darkness, Olivia's breath is expelled in a long, shuddering sigh.

There is rustling and then silence, rustling then silence, for ten minutes. Olivia listens to Alex tossing and turning in an attempt to get comfortable and despite everything, when Alex lets out a loud sigh, a small smile tugs at Olivia's lips.

The two of them really are ridiculous.

Eventually Olivia decides the silence is indicative of Alex finally falling asleep. She pads quietly down the hallway, guessing at which door is the bedroom, and peeks inside.

Even in the dim room she can tell that Alex is awake. Lying on her back in the middle of the bed, Alex looks small and lonely. There is a slight pout on her face that Olivia finds irresistible.

"Told you it was useless," Alex grumbles, though her tone is more frustration than accusation.

"Relax," Olivia admonishes her, entering the bedroom. She sits on the bed near Alex's head and runs her hand lightly up Alex's arm. "You've gotta try to relax. You can't force yourself to sleep."

"Thank you Dr. Olivia," Alex grumbles. "I _am_ trying but I _can't_ relax. It's not that I don't want to."

Without thinking, Olivia threads a hand through Alex's hair, lightly massaging her scalp. Alex's eyes flutter closed and a low moan of appreciation escapes her.

"God, that feels good," she sighs. Olivia smiles at the praise and continues her ministrations.

"Good," Olivia responds softly. "Try to sleep."

Alex tenses, thinking Olivia is going to remove her hand, but when she realizes that Olivia is remaining where she is, Alex relaxes.

Olivia revels in the way Alex softens beneath her touch. She can feel the heat of Alex's body and her smell is everywhere. Olivia wants to lie down next to her, to pull her up against her, to hold her while she sleeps.

There are a number of other things she wants to do to Alex in bed (or elsewhere) but right now she'd settle for the ability to coax the blonde to sleep with her body against her. She wants to lay flush against Alex, her hand still tangled in her hair, her other hand resting possessively on the other woman's hip.

"Aren't you tired?" mumbles Alex through a yawn. "You should sleep."

Olivia isn't sure if that is an invitation to stay or a suggestion that she leave so she just doesn't move.

"There's clothes in the top drawer," Alex shifts slightly towards her, eyes still closed. "Extra toothbrush under the sink."

Her teeth are the last thing on her mind but Olivia rises from the bed to change clothes. She doesn't miss the small sound of protest that leaves Alex's lips unbidden.

It only takes a minute for Olivia to get rid of her shoes and socks, her bra, her jeans. She keeps her t-shirt on and borrows a pair of shorts from Alex's drawers. Figuring it would be the polite thing to do since she intends to kiss Alex, Olivia brushes her teeth quickly.

When she comes back into the bedroom, Olivia notices that Alex has shifted to one side of the bed. The bedside lamp on the vacant side is turned on, the rest of the apartment plunged into darkness.

Olivia climbs in and turns off the light, settling beneath the blankets. There is a long pause before they both shift slightly to get comfortable. Rolling over on her side, Olivia faces Alex, propping her head up on her hand. Alex rolls to face the middle of the bed, her hands tucked under her cheek.

"You're supposed to be sleeping," Olivia chides without force.

"You're supposed to be helping me sleep," Alex doesn't miss a beat.

There is an odd standoff then, and later they will heatedly debate over who made the first move.

But neither of them will argue about the result.

Suddenly their lips are touching, Olivia's hand cupping Alex's cheek. Eyes closed, they simply take in the feel of each other, the warmth and smoothness and the taste. It's a soft kiss, a delicate reassurance from Olivia that is meant to soothe Alex's worry. Intentionally keeping it gentle, Olivia pulls back far before either of them would like.

"That's not helpful if you want me to sleep," Alex warns, her eyes closed.

"I don't really want you to sleep," Olivia admits in a whisper.

Alex's eyes open slowly, lazily, and her eyes are smoldering with an intensity Olivia has never seen in the other woman. Olivia's stomach flips.

"I don't want to sleep either," Alex admits.

And then she reaches over and kisses Olivia, fisting the front of her shirt in her hand. Olivia rests a hand on Alex's hip, the other on her cheek. Alex leans over Olivia, supporting herself with her opposite hand dangerously close to Olivia's breast.

Olivia isn't sure who the low moan of appreciation comes from but it makes her tense with anticipation. Alex swallows the breathy sounds Olivia is making, sliding her hand up to cup Olivia's breast.

Gasping, Olivia tears her lips away from Alex's to try to force air back into her lungs. Alex doesn't move her hand, her thumb brushing across Olivia's beaded nipple. Alex slides her lips down Olivia's jaw to her throat, kissing and licking in a quest to find every sensitive spot.

While she is enjoying being the target of Alex's ministrations, Olivia reminds herself that this was supposed to be her seduction. She rolls abruptly so that she is looming over Alex, pinning the other woman's wrists to the bed next to her head, their hips nestled together.

Alex's eyes darken and she licks her lips delicately. When she takes a deep breath, her breasts rise and fall deliciously. Olivia leans down and kisses the pulse point on Alex's neck, trails her kisses further down to the hollow at the base of Alex's throat.

"You're so soft," Olivia gasps. She runs a hand up Alex's ribs under her shirt, the friction of her palm against the smooth skin striking like a match.

Alex moans appreciatively, threading her hands through Olivia's hair. She uses her grip to pull Olivia's lips back up to hers. When they part for air, Alex sits up fractionally and strips her shirt over her head.

All the air leaves Olivia's lungs in a shuddering breath when she looks down at Alex's exposed flesh. It is more perfect than she ever could have imagined.

"You're not going to regret this in the morning," Olivia mumbles as she kisses the tip of Alex's breast.

"What?" Alex gasps at the sensation of Olivia's hot mouth closing around her nipple.

"You can't regret this in the morning," Olivia repeats, lavishing the same attention to Alex's other breast.

"Ok," Alex moans, sliding her hands over Olivia's back and up into her hair. "I won't."

"Good," Olivia blows on the tip of one nipple, loving the way Alex squirms.

"Please," Alex tugs at the hem of Olivia's shirt. Olivia acquiesces, pulling the shirt over her head and dropping it on the floor.

Alex leans up and pulls Olivia's nipple between her teeth, tugging lightly. Olivia moans and slides a hand up Alex's thigh towards her waist, her eyes closing.

"I've never felt," Olivia pants, hoping to explain this inexplicable attraction.

"Me neither," Alex admits. "For anyone."

Olivia kisses her again, pressing their chests flush together. It's an alien but also perfectly familiar feeling. She wedges a knee between Alex's thighs, pressing up against the juncture of her legs.

Alex moans and nips at Olivia's lips so Olivia presses her knee up again, rotating it a little. Alex trembles beneath her and Olivia feels a rush of power join the adrenaline and lust already coursing through her veins.

"I want to touch you," Olivia admits harshly.

"Please," Alex nods.

Olivia removes Alex's shorts and panties before stripping the rest of her own clothes off. When they're both naked in the bed, Olivia runs her hands over every inch of Alex's flesh. She touches and explores every harsh angle and every delicate, feminine curve until Alex is writhing beneath her.

"Please," Alex urges. "Touch me."

With some trepidation, Olivia runs a finger through Alex's slick folds, pressing on her clit. Alex bucks and gasps so Olivia does it again. She slides a finger inside Alex's heat, and then another until she's working them in and out with agonizing slowness, her thumb pressing on Alex's clit in rhythm with her other fingers.

Alex thrashes under Olivia's hand, her cheeks pink, her eyes glassy, her lips moist and swollen from Olivia's kisses. Olivia moves her fingers deftly over Alex's breast and it's only a few seconds more of the stimulation before Alex shatters.

"Jesus," Alex wheezes. Olivia smiles and kisses Alex's navel. They lie there next to each other on their backs for a minute, Olivia still desperate to feel Alex against her, until Alex's breathing begins approaching normal.

Then Alex is kissing her, looming over Olivia with a feral grin. Olivia shivers in anticipation, her body tightly strung. Alex kisses Olivia passionately, swallowing the needy noises coming from the back of her throat.

"You're amazing," Alex gasps, sliding her lips down over Olivia's taut nipple. She glides her hands across Olivia's stomach and then her lips slide from Olivia's breast down her abdomen and towards the juncture of her thighs.

When Alex's lips touch Olivia's center, she fists the sheets in her hands.

Alex moves her lips and tongue across Olivia's center in an agonizing rhythm until Olivia can hardly breathe.

"Alex," she moans breathily.

In response, Alex's tongue dips inside Olivia. When she slides a finger inside Olivia, it's almost too much to bear. Alex works another long, slim digit inside her and then returns her mouth to Olivia's clit.

It only takes a few more seconds to coax Olivia over the brink of ecstasy. She comes, writing and panting, her hands tangled in Alex's hair.

Alex crawls back up the bed to lie next to Olivia. She trails a hand lightly over Olivia's stomach while the other woman catches her breath. Alex loves the way Olivia's muscles ripple when her fingers skim across the smooth expanse of her abdomen.

"Damn," Olivia exhales harshly, forcing a smile on Alex's face.

Olivia grabs the hand lingering on her stomach and brings it to her lips, kissing the heel of Alex's palm. Olivia looks at Alex with all the passion and desire that she has been trying to hide for months.

A look of contemplation takes up residence on Alex's face.

"What?" Olivia asks.

"How long has that been going on?" she replies.

"How long has _what_ been going on?" Olivia's confusion reflects up at Alex from her eyes.

"That look," Alex kisses Olivia briefly. "That one you just gave me. I've seen that look before; I just didn't put it together."

Olivia blushes and rolls on her side, propping her head up on her hand. Alex mirrors the gesture. It feels oddly like a squad room face-off and that thought alone is enough to spike desire through Olivia's entire body.

"I've been looking at you like that for weeks," Olivia admits. "But I thought I was hiding it pretty well."

"You were transparent," Alex laughs, the rich sound sliding over Olivia like silk. "I just couldn't believe you were looking at me because of… this." Alex gestures to the negligible space between their naked, cooling bodies.

Olivia pulls Alex towards her, tucking the blonde woman's head beneath her chin. She wraps her arms around Alex's back with her hands splayed wide across the smooth, pale flesh, tangling their legs together. Alex throws her arms around Olivia, one hand between her shoulder blades and the other resting over Olivia's heart.

"Feel like sleeping?" Olivia suggests gently.

"Sort of," Alex shrugs. "You're staying, right?"

"You couldn't drag me out of this bed right now," Olivia smiles against the top of Alex's head.

"I don't intend to try," Alex yawns. She loosens Olivia's grip on her and rolls away.

Confusion knits Olivia's brow and she feels the chill spreading from her body to her heart. And then Alex is back and Olivia can tell she is wearing a t-shirt and panties.

Alex rolls back against Olivia's frame but Olivia doesn't invite her newly clothed lover back into the circle of her arms. Why did Alex get dressed? Is this a manifestation of the impending withdrawal and regret Alex claimed she wouldn't suffer?

She rolls onto her back and slings an arm over her eyes, trying to ignore how much it bothers her.

"You ok?" Alex asks tentatively.

"Fine," Olivia's voice is clipped and tight.

"Are you sure?" Alex's confusion floods her voice.

"Yes," Olivia bites her tongue.

"Doesn't seem like it," Alex responds harshly. "Why won't you tell me?"

"Why'd you get dressed?" Olivia's voice is soft and hesitant.

Alex looks confused, surprised that that was her question. She also blushes, and Olivia has a hard time processing the conflicting emotions.

Alex mumbles something that Olivia can't understand.

"What?" Olivia prompts.

"I had to," Alex studiously avoids Olivia's gaze.

"Why?" Olivia's curiosity grows.

"Because we have to sleep," Alex mutters.

"I'll sleep better if you're naked against me," Olivia assures her with a smug grin.

"But we won't _sleep_," Alex repeats.

She waits for Olivia to put it all together.

One… two… three… four…

And then Olivia is on top of Alex, knees on either side of the other woman's hips, her hands cupping Alex's ribcage over her shirt.

"This is what you're worried about?" Olivia laughs. "That you won't get any sleep because we're sleeping together?"

Alex looks away and nods, flushing with embarrassment.

"And you think wearing a t-shirt is going to do what, exactly?" she prompts, kissing the side of Alex's neck. "Cause it damn sure isn't going to keep my hands off you."

She sucks on a nipple through the cloth, drawing a low moan from Alex.

"I was sort of hoping for the reverse," Alex takes a shaky breath. "I was hoping that putting some clothes on would help remind me that we're supposed to be sleeping and would help _me_ keep my hands off _you_."

Olivia sighs softly and rolls off of Alex, pulling the other woman up to spoon in front of her. Olivia pulls the comforter over them, cocooning them in warmth.

"Alright," Olivia coaxes. "There's plenty of time for that. Right now you really _should_ try to sleep."

Alex presses back against Olivia, resting her arm over Olivia's where it's wrapped around her waist. Olivia threads their legs together and presses a kiss behind Alex's ear.

"Tired yet?" Olivia asks.

"No," Alex says belligerently, though her body has gone slack and her denial is followed by a yawn. "I could stay up all night long."

"Sure you could, Baby," Olivia chuckles, her breath fanning Alex's neck. "But I'm exhausted right now so lets try to sleep. Ok?"

"Well," Alex snuggles further down against Olivia's warm body. "Ok. But only 'cause you're so tired."

Closing their eyes, the two women drift towards the first restful sleep either of them has had in months.

Alex has a startling thought just before she relinquishes herself to sleep.

She's falling in love with Olivia Benson.


End file.
